Terms & Conditions

Please read these Terms of Service carefully. They contain important provisions governing orders, payments, product selection, shipping, returns, warranties, limitations of liability, and dispute resolution. They also include an agreement to resolve most disputes through individual binding arbitration, a waiver of jury trial, and a waiver of class or representative proceedings. The arbitration provision includes a limited right to opt out.

These Terms of Service (the “Terms”) are a legally binding agreement between you and Apex Hardware NY Corp, doing business as Apex Hardware NY (“Apex Hardware NY,” the “Company,” “we,” “us,” or “our”). These Terms govern your access to and use of apexhardwareny.com, our online store, customer accounts, communications, content, features, tools, and related services (collectively, the “Services”), as well as purchases and other transactions with us.

“You” includes every person who accesses or uses the Services. “Buyer” means a person or entity that requests a quote, submits a purchase order, places an order, authorizes payment, accepts delivery, or otherwise purchases or attempts to purchase a product from us. “Consumer” means an individual purchasing primarily for personal, family, or household purposes. “Business Customer” means a Buyer purchasing for commercial, trade, professional, resale, governmental, institutional, construction, or other non-household purposes. “Product” means merchandise, materials, parts, components, samples, and other goods offered or supplied by us. “Order” means a request or accepted agreement to purchase Products.

Your acceptance of these Terms creates a binding contract. You manifest your assent when you select a checkbox or button indicating agreement; create an account through an interface that presents these Terms; submit an Order through a checkout that gives reasonably conspicuous notice of and access to these Terms near the order-submission control; sign or electronically accept a quote, Order acknowledgment, or other record incorporating these Terms; or otherwise expressly agree to them. The action identified in the applicable notice constitutes your electronic signature. If these Terms are conspicuously presented as governing continued use of a particular Service, your continued use of that Service after receiving the notice also constitutes acceptance for that use to the extent permitted by law.

You must have a reasonable opportunity to review these Terms before accepting them. If you do not agree, do not complete the acceptance action, use the affected Service, or place the Order. Nothing in these Terms limits a right or remedy that cannot lawfully be limited or waived.

1. Scope and Eligibility

These Terms apply to use of the Services and, when provided, referenced, incorporated, or otherwise agreed to before or in connection with a transaction, to Orders placed online, by telephone, by email, through a quote or invoice, at a showroom or sales counter, or through another authorized method. For an offline or assisted transaction, acceptance may occur by signing or electronically approving a quote or Order acknowledgment, submitting a purchase order in response to a document incorporating these Terms, authorizing us to begin procurement or production after receiving these Terms, or another objectively clear manifestation of assent. A separate written agreement signed by an authorized officer of Apex Hardware NY Corp may modify these Terms for a particular transaction.

You must be at least the age of majority in your jurisdiction and legally capable of entering into a binding agreement. If you use the Services or place an Order for a company, property owner, contractor, designer, architect, purchasing agent, government agency, institution, or other organization, you represent that you have authority to bind that organization. In that circumstance, “you” and “Buyer” include both you and the organization.

The Services are offered from the United States. We may restrict Products, Orders, payment methods, delivery areas, or access to the Services based on location, law, risk, availability, or operational requirements. Access from a location does not mean that every Product or feature is lawful or available there.

2. Incorporated Policies and Order of Precedence

The following are incorporated into these Terms when applicable:

(a)Our Privacy Policy;

(b)Our policy governing returns, exchanges, and refunds, whether displayed as a return policy or refund policy (the “Return and Refund Policy”);

(c)Our Shipping Policy;

(d)Product-page notices, safety warnings, manufacturer instructions, and warranty terms;

(e)Quote, promotion, invoice, Order acknowledgment, special-order approval, or other transaction-specific terms provided before or in connection with an Order; and

(f)Any additional policy or operating rule posted through the Services and expressly made applicable to a feature, Product, or transaction.

If provisions conflict, the more specific provision controls the subject it addresses. Unless a signed written agreement states otherwise, the order of precedence is: (1) a separate agreement signed by an authorized officer of Apex Hardware NY Corp; (2) transaction-specific terms in our final written quote, invoice, or Order acknowledgment; (3) a policy specifically governing the issue, such as the Return and Refund Policy for returns and refunds; and (4) these Terms.

A more specific document controls only the subject it expressly addresses and only to the extent it was provided or made applicable to the transaction. Differences in layout, headings, examples, dual measurements, wording, or level of detail do not by themselves constitute a conflict. A policy posted or revised after an Order is accepted does not retroactively change that Order, as further stated in Section 43.

Any terms contained in a Buyer’s purchase order, vendor portal, acknowledgment, confirmation, or other document that add to, conflict with, or modify our terms are rejected and are not binding unless expressly accepted in a writing signed by an authorized officer of Apex Hardware NY Corp. Processing an Order, accepting payment, delivering Products, or failing to object separately does not constitute acceptance of a Buyer’s terms.

3. Electronic Transactions, Communications, and Records

You consent to conduct transactions and receive records electronically, including Order confirmations, invoices, disclosures, policy notices, shipping updates, cancellation notices, and other communications relating to the Services or an Order. Electronic communications satisfy any legal requirement that a communication be in writing to the extent permitted by law.

A click, tap, checked box, typed name, electronic approval, or other electronic action used to accept a transaction or these Terms has the same effect as a handwritten signature to the extent permitted by law. You may request a paper copy of a record by contacting us, although reasonable reproduction or mailing charges may apply where lawful. Withdrawing consent to receive electronic records may prevent us from completing an online transaction but will not affect the validity of records or agreements previously provided or accepted.

You are responsible for providing and maintaining accurate contact information and for reviewing communications sent to the email address, telephone number, account, or other contact method you provide. Transactional communications may be sent regardless of marketing preferences. Marketing email or text messages are governed by any separate consent and opt-out rights applicable to those communications.

We may retain electronic records of Orders, approvals, communications, payment authorizations, delivery information, acceptance events, and the policy version presented in connection with a transaction. Those records may include a timestamp and other technical or transaction information reasonably used to document notice and assent, subject to our Privacy Policy. Our records will be admissible to the same extent as business records maintained in other forms, subject to applicable law. You should retain copies of Order confirmations, quotes, specifications, measurements, approvals, and other transaction documents.

4. Accounts and Information You Provide

You may be required to provide contact, billing, shipping, payment, tax, account, or project information. You represent that all information you provide is accurate, current, complete, and lawfully provided, and that you have authority to use every payment method, address, account, exemption certificate, purchase order, and other credential submitted.

You are responsible for safeguarding account credentials and for activity occurring through your account or credentials. Notify us promptly if you suspect unauthorized access. We may require identity, payment, or authority verification before processing an Order or account request. We are not responsible for loss caused by your failure to secure credentials or maintain accurate information, except to the extent caused by us or otherwise required by law.

Accounts may not be sold, transferred, licensed, or shared in a manner that misrepresents the person responsible for the account. We may correct account information, restrict account functionality, or suspend access when reasonably necessary to protect the Services, investigate suspected misuse, comply with law, or address unpaid obligations.

5. Limited License and Availability of the Services

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for lawful shopping, account management, product research, and transactions with us. No other right or license is granted.

We may add, remove, suspend, limit, or modify content, functionality, Products, features, or access at any time. We do not promise that the Services will be uninterrupted, error-free, secure, compatible with every device, or available at all times. Maintenance, outages, third-party failures, cybersecurity events, network conditions, or circumstances outside our control may affect availability.

Information displayed through the Services is provided for general commercial and informational purposes. It is not architectural, engineering, code-compliance, installation, safety, legal, tax, or other professional advice.

6. Prohibited Uses and Automated Systems

You may not use the Services, directly or indirectly:

(a)For an unlawful, fraudulent, deceptive, abusive, harassing, defamatory, obscene, malicious, or infringing purpose;

(b)To impersonate another person, misrepresent authority, submit false information, use an unauthorized payment method, or interfere with another person’s account or transaction;

(c)To introduce malware, malicious code, corrupted data, denial-of-service traffic, or another harmful technology;

(d)To probe, scan, test, bypass, disable, or interfere with security, authentication, access controls, rate limits, robot-exclusion measures, or technical restrictions;

(e)To collect personal information about another person without authorization;

(f)To spam, phish, pharm, pretext, scrape, crawl, harvest, index, or extract data in violation of these Terms or our technical instructions;

(g)To reproduce, republish, sell, resell, exploit, or create a competing database or service from any material or functionality of the Services;

(h)To monitor prices, inventory, content, or customer activity through automated means for competitive intelligence, resale, dataset creation, or model training without our written permission;

(i)To submit reviews, inquiries, claims, Orders, returns, or payment disputes through deceptive automation; or

(j)To assist another person in prohibited conduct.

An automated or semi-automated shopping agent, software agent, bot, or similar system (“Agent”) may interact with the Services only if it truthfully identifies itself where technically requested, acts with valid authority from the person it represents, complies with published technical instructions and access controls, does not conceal automation or imitate human behavior to bypass restrictions, and does not access a portion of the Services after being instructed not to do so. We may limit or block any Agent. The person deploying or authorizing an Agent remains responsible for its actions, selections, representations, and Orders.

7. Intellectual Property

The Services and their selection, arrangement, design, text, graphics, photographs, videos, product presentations, databases, software, code, trademarks, logos, trade dress, and other content are owned by or licensed to Apex Hardware NY Corp, Shopify, manufacturers, or other rights holders and are protected by intellectual-property laws.

You may view and print limited portions for personal product evaluation, recordkeeping, or placing an Order with us. You may not copy, reproduce, modify, publish, transmit, distribute, display, frame, mirror, create derivative works from, reverse engineer, decompile, disassemble, sell, license, or commercially exploit protected material without the applicable owner’s prior written consent.

Apex Hardware NY, Apex Hardware NY Corp, and associated logos, designs, and slogans are our marks or marks used with permission. Manufacturer, Shopify, and third-party names and marks belong to their respective owners. Reference to a third-party mark does not transfer any ownership or license.

8. Reviews, Photographs, Feedback, and Other Submissions

If you submit a review, rating, photograph, video, comment, idea, suggestion, question, testimonial, or other material (“Submission”), you represent that you own or control all necessary rights; that the Submission is accurate as to your experience; that any incentive or material connection has been disclosed; and that it does not violate law, confidentiality, privacy, publicity, intellectual-property, contractual, or other rights.

You may not submit a fabricated, purchased, deceptive, or materially misleading review; misrepresent another person’s experience; use undisclosed automation to generate purported first-hand experience; or offer or accept compensation conditioned on expressing a particular sentiment. Nothing in these Terms prohibits an honest review, a good-faith complaint, or a lawful report to a regulator, law-enforcement authority, court, or other governmental body.

You grant Apex Hardware NY Corp a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license to host, store, reproduce, adapt, edit, translate, publish, distribute, display, perform, and otherwise use the Submission in any media for operating, improving, supporting, and promoting our business and the Services. This license does not authorize us to use personal information contrary to our Privacy Policy.

Submissions are not confidential unless we expressly agree otherwise in writing. Do not include trade secrets, confidential project information, payment information, or personal information you do not want disclosed. We may monitor, refuse, remove, preserve, or disclose a Submission when we reasonably believe it violates these Terms, is objectionable, creates risk, or must be preserved or disclosed by law. We are not responsible for a Submission posted by another user.

9. Relationship with Shopify and Privacy

Our online store is hosted by Shopify, which provides the commerce platform used to offer the Services. Purchases from our store are made directly from Apex Hardware NY Corp, not Shopify. Shopify is not the seller of our Products and is not responsible for product selection, pricing, fulfillment, installation, warranties, returns, injuries, losses, or disputes arising from a purchase from us. To the fullest extent permitted by law, you release Shopify and its affiliates from claims arising solely from a transaction between you and Apex Hardware NY Corp.

Shopify collects and processes personal information concerning access to and use of the Services to host, operate, protect, and improve its platform and to provide services to us and to you. We use Shopify Network Intelligence and enhanced Shopify features that may incorporate information from interactions and transactions with our store, Shopify, and other merchants. Information submitted through the Services is shared with Shopify and may be shared with service providers and other third parties located in countries other than the country where you reside, including to provide those enhanced services.

Our Privacy Policy describes how Apex Hardware NY Corp, Shopify, and other parties collect and process personal information, including available privacy rights and opt-out choices. Additional information is available in the Shopify Consumer Privacy Policy and through the Shopify Privacy Portal. Privacy requests and choices relating to our store may be submitted through the methods identified in our Privacy Policy, including by contacting us, as applicable.

10. Third-Party Tools, Content, and Links

The Services may include payment options, financing, maps, reviews, social-media features, embedded content, applications, or other tools supplied by third parties. We may provide access to those features “as is” and “as available” without controlling or endorsing them. Your use may be governed by the third party’s terms and privacy notice.

Links may lead to websites or services that we do not own or control. We are not responsible for their availability, accuracy, security, products, services, practices, or content. If you leave the Services or transact with a third party, you do so at your own risk. Questions or claims concerning a third party’s independent product or service should be directed to that third party.

11. Product Information and Manufacturer-Supplied Content

We make commercially reasonable efforts to present useful product information, but substantial portions of our catalog, including descriptions, specifications, dimensions, images, compatibility information, availability, lead times, technical documents, and warranty information, may originate from manufacturers, distributors, data providers, or other suppliers. Information may be incomplete, outdated, incorrectly transmitted, or subject to change without notice.

Product titles, descriptions, category placement, filters, search results, cross-references, and recommendations are aids and are not substitutes for reviewing the manufacturer’s current specifications and the requirements of your application. If information conflicts, contact us and the manufacturer before ordering. Do not proceed based on an apparent error or inconsistency.

We may correct an error, update information, limit quantities, or cancel an affected Order as provided in these Terms. A typographical, technical, photographic, catalog, integration, or data-feed error does not obligate us to supply a Product on erroneous terms.

12. Images, Finishes, Materials, and Production Variations

Images are illustrative. Screens, lighting, photography, image processing, surrounding materials, production batches, and viewing conditions can affect appearance. A digital image is not a guaranteed color or finish match.

Metal, wood, stone, glass, ceramic, leather, and other natural or manufactured materials may exhibit variations in color, grain, texture, veining, sheen, dimensions, machining, casting, patina, and aging. Unlacquered, living, hand-applied, distressed, oxidized, antiqued, or specialty finishes are intended to change and may vary between pieces or production runs. Minor variations, tool marks, casting characteristics, and tolerances consistent with the manufacturer’s specifications are not necessarily defects.

Manufacturers may make non-material production, packaging, component, or specification changes without revising every image or description. Products ordered at different times may not match exactly. If an exact match is important, request a current physical sample or written manufacturer confirmation before ordering. Samples are representative and may not match finished production perfectly.

13. Product Selection, Measurements, Compatibility, and Configuration

The Buyer is responsible for selecting the correct Product and verifying all relevant specifications before placing an Order. Depending on the Product, this may include model number, series, dimensions, quantities, function, handing, swing, backset, door thickness, bore and edge preparation, latch, strike, keyway, cylinder format, keying, voltage, wiring, rough-in, valve or trim compatibility, mounting method, material, finish, load, environment, code listing, accessibility requirement, and compatibility with existing or separately purchased components.

Product names that appear similar do not establish interchangeability. Repair parts, replacement components, trims, valves, cartridges, cylinders, electronic components, and accessories may be version-, date-, model-, or application-specific. The Buyer must inspect existing equipment, verify manufacturer documentation, and consult a qualified professional when needed.

Our personnel may provide general product information or assist in identifying options based on information supplied by the Buyer. That assistance is not a substitute for field measurement, inspection, professional design, manufacturer confirmation, or final Buyer approval. We are not responsible for an incorrect recommendation resulting from incomplete, inaccurate, estimated, or unverified information supplied by the Buyer or another person. The Buyer must review the final cart, quote, specification, and Order acknowledgment for accuracy.

Locks, cylinders, keys, safes, access-control devices, alarms, door hardware, and other security-related Products are risk-reduction components, not guarantees against unauthorized entry, theft, fire, injury, or other loss. Ratings, listings, certifications, resistance levels, and manufacturer claims apply only under the stated test conditions and do not mean that a Product is burglar-proof, fireproof, fail-safe, or suitable for every opening, system, occupancy, or threat. The Buyer is responsible for selecting an appropriate security design, using qualified professionals, maintaining the system, protecting credentials and keying information, and implementing other reasonable safeguards.

A person ordering keys, cylinders, restricted-keyway components, credentials, access-control Products, or keying services represents that the person has authority from the property owner or other lawful controller to do so. We may request identification, authorization, key-control documentation, signatures, or other verification and may refuse a request when authority or compliance is uncertain. The Buyer is responsible for the accuracy and security of keying schedules, key codes, master-key information, credentials, permissions, and recipient instructions and must promptly address any known loss or compromise. Our fulfillment of authorized instructions does not make us an insurer of the premises or system.

14. Plans, Codes, Permits, Professional Advice, and Installation

Apex Hardware NY Corp is a retailer and distributor unless a separate signed agreement expressly states otherwise. We do not act as the Buyer’s architect, engineer, code consultant, contractor, installer, locksmith, plumber, electrician, or other licensed professional. We do not assume responsibility for interpreting plans, schedules, specifications, codes, or site conditions.

The Buyer and its professionals are responsible for determining whether Products and their selection, quantity, configuration, installation, and use comply with applicable building, fire, life-safety, accessibility, plumbing, electrical, energy, environmental, licensing, permitting, and other requirements. This includes confirming any required UL, ANSI, BHMA, ADA, fire-rating, egress, accessibility, lead-content, flow-rate, or local-jurisdiction requirements.

Products must be installed, tested, used, and maintained in accordance with manufacturer instructions and applicable law by qualified persons. Improper installation, field modification, incompatible components, misuse, abuse, neglect, corrosion, unsuitable cleaning products, failure to maintain, or use outside specifications may cause failure, property damage, injury, code violations, or loss of warranty coverage.

Unless expressly included in a signed agreement, we do not provide installation, removal, project management, site inspection, demolition, repair, finishing, programming, commissioning, or maintenance services. We are not responsible for installer charges, removal or reinstallation expense, refinishing, project delay, loss of use, failed inspections, substitute materials, or other project costs arising from selection, availability, delivery, installation, or use, except to the extent required by non-waivable law.

15. Samples, Technical Documents, and Reliance

Samples, templates, drawings, schedules, submittals, cut sheets, installation instructions, and technical documents may be provided for evaluation or convenience. The Buyer must confirm that the document is current and corresponds to the exact model, configuration, and production version ordered. Dimensions should be verified against the physical Product before irreversible drilling, cutting, fabrication, construction, or installation whenever reasonably possible. Our preparation, transmittal, review, notation, or processing of a submittal, schedule, or technical document does not constitute architectural or engineering approval, field verification, or assumption of the Buyer’s or design professional’s responsibilities.

No oral statement, informal email, estimate, sample, prior transaction, or course of dealing modifies these Terms or creates a guarantee unless it is expressly incorporated into a final written quote or Order acknowledgment issued by us or a separate agreement signed by an authorized officer of Apex Hardware NY Corp. No salesperson, customer-service representative, manufacturer representative, installer, or other person may alter these Terms or make a warranty on our behalf unless that authority and the modification or warranty are confirmed in such a record. Nothing in this paragraph negates an express warranty or representation that is created and cannot lawfully be disclaimed.

Except for the final written transaction documents and any representation or right that cannot lawfully be excluded, the Buyer is not relying on an unstated assumption, projection, compatibility conclusion, schedule, or promise when approving an Order.

16. Quotes, Estimates, and Purchase Orders

A quote or estimate is an invitation to place an Order and is not a guarantee of availability or an acceptance of an Order. A quote is valid only for the period stated and may be withdrawn or corrected before acceptance. Unless stated otherwise, freight, delivery, taxes, duties, installation, storage, permits, and services not specifically listed are excluded.

Quoted lead times are estimates based on information then available from suppliers and carriers. Prices and availability may change if the Buyer changes specifications, quantities, destination, delivery timing, or other assumptions. A revised quote may be required.

A Buyer purchase order is subject exclusively to the terms we accept. Conflicting or additional boilerplate on a purchase order is rejected as stated in Section 2. A purchase-order number or project reference is an administrative identifier and does not alter payment obligations or condition payment on the Buyer receiving funds from an owner, contractor, insurer, lender, or other person.

17. Placing an Order; Offer and Acceptance

Submitting an Order is an offer to purchase Products on these Terms. An automated order confirmation acknowledges receipt; it does not necessarily mean that we have accepted the Order or verified price, availability, specifications, payment, or eligibility.

We may accept an Order by sending an express acceptance or shipment confirmation, releasing Products for pickup, beginning custom or special-order processing, submitting an Order to a manufacturer or supplier, or otherwise commencing performance. Different Products in one Order may be accepted, processed, charged, shipped, or canceled separately.

We may decline, hold, limit, or cancel an Order before acceptance for any lawful reason, including suspected fraud, payment risk, inaccurate information, pricing or catalog error, quantity limits, unavailability, supplier restriction, export concern, legal requirement, suspected unauthorized resale, or inability to verify the transaction. If we cancel before supplying the affected Products, our ordinary obligation is to refund the amount paid for those Products, subject to any non-waivable right.

18. Order Review and Buyer Approval

The Buyer must review all Order details before submission, including Product, model, finish, function, handing, keying, dimensions, quantities, billing and shipping addresses, delivery method, and contact information. The Buyer must promptly review any quote, proof, schedule, special-order acknowledgment, or approval request.

We may rely on the most recent written approval or instruction received from the Buyer or an apparent authorized representative. The Buyer is responsible for delays, costs, or errors caused by inaccurate information, conflicting instructions, untimely approvals, or changes after processing begins.

If an Order includes keyed, engraved, configured, made-to-order, or project-scheduled Products, the Buyer is responsible for confirming all schedules, codes, text, quantities, and configuration details before approval. A Buyer approval authorizes production or procurement and may make the Order noncancelable.

19. Inventory, Availability, Backorders, and Product Changes

Website availability indicators and supplier stock information are estimates and may not reflect real-time inventory, reserved quantities, damaged stock, discontinuations, allocation, or supplier corrections. Products identified as available may become unavailable after an Order is submitted.

We may source Products from our inventory, a distributor, a manufacturer, or another authorized supplier. Products in one Order may ship separately and from different locations. We may allocate limited inventory, place Products on backorder, offer a revised estimated lead time, propose an alternative, or cancel an unavailable Product and issue the applicable refund.

We will not substitute a materially different Product without the Buyer’s approval. A change is material when it would reasonably be expected to affect a Product characteristic that formed part of the Buyer’s accepted selection, including its selected appearance, finish, visible design, dimensions, configuration, compatibility, or function. If we learn of such a change before fulfillment, we may request the Buyer’s approval, offer an alternative, or cancel the affected Product and issue the applicable refund. We are not responsible for obtaining advance approval of a change that a manufacturer or supplier did not disclose and that we could not reasonably identify before fulfillment, subject to applicable law.

A manufacturer’s non-material production change, superseding part number, packaging update, or functionally equivalent revision is not necessarily a substitution. If a manufacturer discontinues or supersedes a Product, we may request approval of the replacement or cancel the affected portion.

20. Prices, Errors, Promotions, and Quantity Limits

Prices, discounts, and promotions may change without notice before an Order is accepted. Unless expressly stated, prices exclude taxes, shipping, freight, handling, delivery, storage, insurance, duties, permits, installation, and other charges. Online, showroom, trade, quoted, and third-party prices may differ.

We may correct any pricing, discount, description, calculation, availability, shipping, or other error and may reject or cancel an affected Order, including after an automated confirmation or payment authorization. If we cancel an affected Product after capturing payment, we will refund the amount charged for that Product.

Promotions may have separate eligibility rules, exclusions, limits, and expiration terms. Promotions cannot be combined unless expressly permitted. We may limit quantities per person, account, household, address, payment method, project, or Order, and may cancel Orders reasonably appearing to circumvent a limit or involve unauthorized resale.

21. Payment, Verification, Fraud Prevention, and Chargebacks

All amounts are stated and payable in U.S. dollars unless expressly indicated otherwise. You authorize us and our payment processors to charge or otherwise debit the payment method selected for Products, taxes, shipping, handling, and other disclosed charges. We may authorize, capture, void, refund, or split charges as Products are accepted, processed, or shipped. A financial institution may place a temporary authorization hold; the institution controls when that hold is released.

Payment must be successfully authorized and received as required before fulfillment. We may request identification, proof of authorization, address verification, or additional information. We may delay or cancel processing if verification is incomplete or if we reasonably suspect fraud, unauthorized activity, sanctions risk, payment reversal, or misuse.

If a payment is declined, reversed, charged back, recalled, or otherwise not received, the Buyer remains responsible for lawful amounts due unless the dispute is resolved in the Buyer’s favor or the charge was unauthorized. Before initiating a payment dispute, please contact us so we can investigate; this request does not waive any lawful chargeback right. Knowingly submitting a false chargeback, materially misrepresenting nonreceipt, retaining Products while reversing payment, or abusing a payment-dispute process is a breach of these Terms. We may provide transaction, communication, fulfillment, and delivery records to payment processors and financial institutions and may recover lawful collection costs and fees from a Business Customer.

Refund timing after we issue a refund is controlled by the payment provider and financial institution. We are not responsible for their processing delay.

If we approve invoicing or credit terms for a Business Customer, each invoice is due on the date stated without setoff, deduction, retainage, or “pay-if-paid” condition. An undisputed past-due amount may accrue simple interest at the lesser of one percent per month or the maximum lawful rate, calculated only on the unpaid principal from the due date until payment. The Business Customer is responsible for reasonable collection costs, including attorneys’ fees, incurred to collect an undisputed past-due amount where permitted by law. A notation on a payment does not create an accord and satisfaction unless accepted in a separate writing signed by an authorized officer of Apex Hardware NY Corp. We may suspend performance, revoke credit, require advance payment, or demand adequate assurance if payment is late or we reasonably believe payment is insecure.

22. Taxes and Exemption Certificates

The Buyer is responsible for sales, use, excise, customs, and other taxes or governmental charges applicable to an Order, excluding taxes imposed on our net income. We will collect taxes where we determine collection is required.

A valid and properly completed exemption or resale certificate must be provided and accepted before the applicable sale. We may reject a certificate, request supporting documentation, or collect tax when validity is uncertain. The Buyer is responsible for tax, interest, penalties, or costs arising from an inaccurate, expired, inapplicable, or unauthorized certificate and must notify us if exemption status changes.

23. Order Changes, Cancellations, and Special Processing

Contact us immediately to request a change or cancellation. A request is not effective until we confirm it in writing. We process Orders quickly and may be unable to change or cancel an Order after acceptance, allocation, picking, transfer, shipment, supplier submission, or production begins.

Special, configured, custom, made-to-order, nonstandard, keyed, engraved, cut, modified, or specially procured Products may become noncancelable once processing begins, the Order is submitted to a manufacturer or supplier, or we make a nonrecoverable commitment. If a supplier permits cancellation, the Buyer remains responsible for manufacturer charges, restocking fees, freight, services performed, and other nonrecoverable amounts, as disclosed or permitted by the applicable policy.

We may cancel or modify an Order when necessary to address an error, unavailability, legal restriction, fraud concern, supplier requirement, or circumstance beyond reasonable control. If we cancel without Buyer default, we will refund the amount paid for the canceled Products, except for separately completed or nonrefundable services and subject to applicable law.

24. Shipping, Delivery, and Lead Times

Shipping dates, transit times, backorder dates, production times, and delivery dates are estimates, not guarantees, unless a separate signed agreement expressly states otherwise. Time is not of the essence. An estimate may change because of supplier production, allocation, inspection, weather, carrier capacity, customs, labor, material availability, routing, address issues, or other circumstances.

Nothing in these Terms limits a shipping, delay-notice, cancellation, or refund right that applies under the Federal Trade Commission’s Mail, Internet, or Telephone Order Merchandise Rule or another non-waivable law. When such a rule applies and we cannot ship within the promised or otherwise required time, we will provide a delay option, cancellation option, or refund as required by law.

We select carriers, service levels, routing, packaging, shipment origin, and delivery method unless otherwise agreed. Paying for expedited transportation does not convert a production or availability estimate into a guaranteed ship date. Multiple Products may ship separately, and an Order is not necessarily incomplete merely because not all Products arrive together.

We may provide tracking as a convenience. Carrier scans and estimated delivery windows may be delayed, incomplete, or inaccurate. We are not responsible for a carrier’s website or notification system.

25. Delivery Address, Site Access, Freight, and Refused Shipments

The Buyer is responsible for providing a complete and accurate deliverable address, unit or suite number, recipient name, telephone number, access instructions, and any known delivery restrictions. Additional charges caused by an incorrect address, failed delivery, redelivery, reconsignment, address correction, limited access, detention, storage, liftgate, inside delivery, appointment, or other special service may be charged to the Buyer where permitted.

Freight and oversized deliveries may require an appointment, an adult recipient, suitable access, unloading personnel or equipment, and immediate inspection. Unless expressly purchased, delivery does not include inside placement, unpacking, assembly, installation, debris removal, or movement through doors, elevators, stairs, or restricted areas.

Refusing, missing, or failing to accept delivery does not automatically cancel an Order. Refused, unclaimed, undeliverable, or abandoned shipments may be returned or stored at the Buyer’s expense and are subject to the Return and Refund Policy, including applicable shipping, storage, handling, and restocking charges.

26. Title, Risk of Loss, Delivery Confirmation, and Post-Delivery Theft

To the extent permitted by law, title transfers after we receive full payment for the applicable Products. Any reservation of title after delivery has only the effect of a security interest to the extent applicable law so provides. Risk of loss transfers as provided by the applicable shipment terms and law. Unless a different term is expressly stated, risk for a Consumer parcel shipment transfers when the carrier records delivery at the address or authorized location supplied by the Buyer; risk for pickup transfers when the Product is released to the Buyer or the Buyer’s designee. Commercial freight or shipment-contract Orders may provide for transfer of risk when Products are duly delivered to the carrier. This allocation of risk does not excuse responsibility for a nonconformity, damage, or breach occurring before the applicable transfer of risk and does not displace a non-waivable right.

The Buyer is responsible for providing a secure delivery location and monitoring tracking and delivery communications. After a carrier records proper delivery at the supplied address or authorized location, loss, theft, disappearance, weather exposure, or damage occurring afterward is the Buyer’s responsibility, except to the extent caused by our breach or otherwise required by law. We may assist with a carrier, insurance, or law-enforcement inquiry, but assistance does not guarantee replacement, refund, or claim approval.

If a package is reported delivered but cannot be located, the Buyer must promptly check the delivery area, household or building recipients, management, neighbors, and carrier records and provide reasonably requested documentation, which may include original surveillance footage and an incident or police-report number. We may evaluate available carrier or insurance coverage before determining any discretionary accommodation.

27. Pickup Orders, Storage, and Unclaimed Products

Pickup orders may require confirmation, identification, Order information, and proof of authority. A person accepting pickup on the Buyer’s behalf is deemed authorized if that person presents the requested information or was designated by the Buyer.

The pickup period begins on the date we notify the Buyer that Products are ready. Products not collected within a reasonable period may incur storage, handling, transfer, or redelivery charges after notice. If Products remain unclaimed after reasonable notice and the period permitted by law, we may cancel pickup, return eligible Products to inventory, dispose of or otherwise handle Products as permitted by law, and deduct lawful storage, return, special-order, and other nonrecoverable charges from any amount otherwise refundable.

28. Inspection; Damaged, Missing, Defective, or Incorrect Products

The Buyer must inspect every shipment promptly upon delivery and before installation, alteration, disposal of packaging, or distribution to a jobsite or third party. When Products ship separately, the Buyer must review all tracking records before reporting a shortage.

A Business Customer expecting an unusually large, staged, palletized, crated, freight, or project delivery may request additional inspection time before delivery. An extension is effective only if Apex Hardware NY Corp confirms it in writing and only for the Products, issues, and period stated in that confirmation. Unless the confirmation expressly states otherwise, an extension does not alter the obligation to note visible freight or packaging damage on the carrier’s delivery record, preserve the Products and packaging, comply with applicable carrier-claim deadlines, pay an amount when due, or inspect Products before installation, alteration, or distribution.

Visible freight damage should be recorded on the carrier’s delivery receipt before acceptance whenever possible. Readily observable damage, missing Products, incorrect Products, or other discrepancies must be reported within the period stated in the Return and Refund Policy, which currently requires notice within 48 hours of delivery. The Buyer must retain the Product, shipping carton, manufacturer packaging, labels, and packing materials and provide the Order number, description, photographs or video, and other reasonably requested evidence.

Failure to report a readily observable issue within the stated period may impair a carrier claim or our ability to verify responsibility and may affect the remedies available to the extent permitted by law. It does not eliminate a right concerning a concealed defect that could not reasonably have been discovered during the initial inspection or any other right that cannot lawfully be waived.

Do not install, alter, repair, discard, or return a Product before receiving instructions. Installation or modification after discovery of an issue may impair inspection, carrier or manufacturer claims, warranty rights, and available remedies. Concealed defects that could not reasonably be found during initial inspection must be reported promptly after discovery.

If we verify damage, defect, shortage, or an incorrect Product, we will determine an appropriate remedy consistent with the applicable policy and law, which may include components, repair, replacement, refund, credit, or another reasonable resolution. No outside repair or replacement expense will be reimbursed unless authorized by us in writing beforehand.

29. Returns, Exchanges, and Refunds

Returns, exchanges, inspections, restocking fees, return shipping, rejected returns, and refunds are governed by the version of our Return and Refund Policy applicable to the Order. That policy is incorporated into these Terms.

A return authorization is conditional and does not guarantee a refund. Returned Products must be received and inspected. Refunds may be reduced or denied as permitted by the Return and Refund Policy when Products are used, installed, altered, substituted, incomplete, damaged, improperly packaged, sent to the wrong location, received late, or otherwise ineligible.

Original shipping, freight, handling, expedited, special-service, and other charges may be nonrefundable. Return risk and responsibility remain with the Buyer until the Product reaches the authorized return location, as stated in the Return and Refund Policy.

30. Special Orders, Repair Parts, and Final-Sale Products

Special orders, configured Products, custom Products, made-to-order Products, nonstandard Products, repair parts, replacement parts, individual components, and Products expressly identified as final sale may be nonreturnable and noncancelable as stated in the Return and Refund Policy or transaction-specific terms.

A final-sale or nonreturnable designation does not eliminate a remedy required by law for a Product that is materially defective, incorrectly supplied, or otherwise nonconforming when delivered.

For purposes of this section, a “material nonconformity” is a condition existing when the Product is delivered that materially impairs its ordinary or expressly agreed use or materially deviates from the accepted written specifications. It does not include a disclosed condition; a characteristic, tolerance, or expected variation described in Section 12; a non-material production change; or a condition caused after delivery by storage, handling, installation, alteration, incompatible components, misuse, neglect, maintenance, or site conditions.

The Buyer bears heightened responsibility for verifying all specifications and compatibility before approving these Products. Our willingness to assist with identification does not guarantee compatibility when the Buyer’s information is incomplete, inaccurate, estimated, or unverified.

Used, open-box, showroom, display, refurbished, clearance, closeout, discontinued, or “as is” Products may have disclosed wear, missing packaging or components, cosmetic variation, reduced or unavailable manufacturer warranty coverage, or other disclosed conditions. A disclosed condition is not a defect or Order discrepancy.

31. Manufacturer Warranties and Warranty Assistance

Many Products are manufactured by independent companies and may be covered by a manufacturer’s written warranty. The manufacturer, not Apex Hardware NY Corp, determines the scope, duration, exclusions, procedures, and remedies of its warranty. Warranty information may vary by Product and may change. Request or review the applicable manufacturer warranty before purchase when warranty coverage is material to your decision.

We will make manufacturer warranty information available before sale when required by applicable law and when it has been supplied to us in a form reasonably capable of being provided. The Buyer should request clarification before ordering if the applicable warranty cannot be located or is unclear.

Unless we expressly issue a separate written warranty identified as our warranty, Apex Hardware NY Corp does not independently warrant the Product and does not adopt, expand, or guarantee a manufacturer’s warranty. Product descriptions, customer-service assistance, and our offer to help coordinate a claim do not make us the warrantor.

Nothing in these Terms excludes an express warranty that applicable law treats as part of the basis of the bargain and that cannot lawfully be disclaimed or modified.

We may assist in communicating with a manufacturer, but we do not control claim approval, inspection, repair, replacement, parts availability, freight responsibility, labor coverage, or processing time. The Buyer must comply with the manufacturer’s procedures and provide proof of purchase and requested evidence. Nothing in this section eliminates any warranty or consumer right imposed on us by applicable law.

32. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR AN EXPRESS WRITTEN WARRANTY THAT APPLIES TO A PARTICULAR PRODUCT OR A RIGHT THAT CANNOT BE DISCLAIMED, THE SERVICES, WEBSITE CONTENT, AND PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” APEX HARDWARE NY CORP DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, DURABILITY, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE; THAT INFORMATION WILL BE COMPLETE, CURRENT, OR ACCURATE; THAT A PRODUCT WILL MATCH A DIGITAL IMAGE EXACTLY; OR THAT A PRODUCT WILL BE COMPATIBLE WITH A PARTICULAR APPLICATION, PASS AN INSPECTION, SATISFY A CODE, OR MEET A BUYER’S EXPECTATIONS UNLESS EXPRESSLY CONFIRMED IN AN APPLICABLE WRITTEN WARRANTY OR SIGNED AGREEMENT.

Some jurisdictions do not allow certain warranty disclaimers. Federal or state law may also restrict a seller from disclaiming implied warranties when the seller provides a written warranty or service contract. Accordingly, these disclaimers apply only to the maximum extent permitted, and they do not limit a manufacturer warranty or a non-waivable right.

33. Limitation of Liability and Exclusive Remedies

TO THE FULLEST EXTENT PERMITTED BY LAW, APEX HARDWARE NY CORP AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, PROJECT DELAY, LIQUIDATED DAMAGES, SUBSTITUTE-PRODUCT COSTS, LOSS OF GOODWILL, OR SIMILAR LOSSES, ARISING FROM OR RELATING TO THE SERVICES, AN ORDER, A PRODUCT, DELIVERY, INSTALLATION, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

Without limiting the foregoing, we are not liable, to the extent permitted by law, for costs of diagnosis, labor, removal, reinstallation, refinishing, construction, demolition, access, scaffolding, equipment rental, programming, permits, failed inspections, professional fees, project management, downtime, or damage caused by an independent manufacturer, carrier, installer, contractor, design professional, user, site condition, incompatible component, misuse, alteration, improper maintenance, or failure to follow instructions.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PRODUCT OR ORDER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO US FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. FOR A CLAIM RELATING SOLELY TO USE OF THE SERVICES AND NOT TO A PURCHASED PRODUCT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS OR THE AMOUNT PAID TO US FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT.

Except where an applicable written warranty, policy, or non-waivable law provides a different remedy, the Buyer’s exclusive remedy for a covered Product claim will be repair, replacement, refund, or credit, at our reasonable election. If an exclusive or limited remedy fails of its essential purpose, remedies required by applicable law remain available.

The exclusions, limitations, and remedy allocations in these Terms are material parts of the parties’ bargain and apply independently to the maximum extent permitted by law. A determination that one remedy fails of its essential purpose does not invalidate a separate exclusion or limitation unless applicable law requires that result.

These exclusions and caps do not apply to liability that cannot lawfully be excluded or limited, which may include liability for our fraud, willful misconduct, gross negligence, or personal injury caused by us, depending on applicable law. Some jurisdictions do not permit exclusion of certain damages for Consumer transactions, so portions of this section may not apply to you.

34. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Apex Hardware NY Corp, Shopify, and their respective affiliates, officers, directors, employees, agents, contractors, licensors, and service providers from third-party claims, liabilities, judgments, losses, damages, penalties, costs, and reasonable attorneys’ fees arising from: (1) your unlawful or unauthorized use of the Services; (2) your material breach of these Terms; (3) your Submission; (4) your infringement or violation of another person’s rights; (5) your fraud, willful misconduct, or misuse of a Product; or (6) your deployment or authorization of an Agent that violates these Terms.

In addition, a Business Customer agrees to defend, indemnify, and hold those parties harmless from third-party claims arising from the Business Customer’s selection, combination, modification, installation, resale, distribution, labeling, marketing, export, or use of Products; failure to comply with plans, codes, warnings, or laws; or failure to pass through manufacturer instructions, safety information, or legally required warnings, except to the extent a claim results from the indemnified party’s own wrongful conduct.

We will provide reasonable notice of an indemnified claim. We may control the defense and settlement with counsel of our choosing, at the indemnifying party’s expense, but will not agree to a settlement imposing a non-monetary admission or obligation on the indemnifying party without reasonable consent. The indemnifying party must cooperate and may participate with separate counsel at its own expense.

35. Product Safety and California Proposition 65

Always review and follow product labels, safety warnings, installation instructions, maintenance requirements, and manufacturer documentation. Do not remove or obscure warnings. A Business Customer that resells, distributes, installs, or supplies a Product to another person is responsible for passing through applicable instructions and warnings and for satisfying its independent legal obligations.

California Proposition 65 requires warnings before certain exposures to chemicals identified by the State of California as causing cancer, birth defects, or other reproductive harm. Certain Products or packaging may carry a Proposition 65 warning. A warning does not necessarily mean that a Product violates a safety standard. Where a manufacturer, supplier, or applicable law identifies a required warning, the warning may appear on the Product page, label, packaging, or accompanying material. Additional information is available at www.P65Warnings.ca.gov.

Product-specific warnings and applicable law control over this general notice. This section is informational and is not a substitute for any product-specific warning required before purchase or exposure.

If a manufacturer or government authority issues a safety notice, corrective action, or recall affecting a Product, the Buyer must promptly follow the instructions provided, discontinue use when directed, and reasonably cooperate with the applicable process. A Business Customer that resold, installed, or distributed the Product is responsible for maintaining appropriate purchaser records and passing the notice and instructions to affected recipients as required by law.

36. Export Controls, Sanctions, Resale, and Legal Compliance

You must comply with applicable export-control, sanctions, customs, anti-boycott, anti-corruption, product-safety, labeling, and import laws. You may not purchase, export, reexport, transfer, or use a Product or the Services in violation of law or for a prohibited destination, end user, or end use.

We may request information concerning destination, end use, resale, or authority and may reject or cancel a transaction when we reasonably believe legal compliance is uncertain. The Buyer is responsible for permits, licenses, declarations, duties, and legal requirements applicable after delivery or to any resale, export, installation, or use.

Unless we expressly agree in writing, a Business Customer is not our agent, franchisee, representative, or authorized dealer and may not make a representation, warranty, certification, or commitment on our behalf. A Business Customer that resells, distributes, bundles, relabels, or installs Products is independently responsible for its customer-facing descriptions, disclosures, instructions, warranties, registrations, warnings, taxes, and legal compliance.

Unless we agree otherwise, Products are offered for delivery only within our stated service area. The ability to view a Product from another jurisdiction is not an offer to sell or ship there.

37. Force Majeure

We are not liable for delay, nonperformance, shortage, allocation, or cancellation caused by circumstances beyond our reasonable control, including severe weather, natural disaster, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor dispute, governmental action, embargo, sanctions, import or export restriction, utility or network outage, cyberattack, transportation disruption, carrier failure, port congestion, material shortage, manufacturer or supplier delay, equipment failure, or other event not reasonably preventable by us.

Our performance time will be extended for the period reasonably affected. We may allocate available Products among customers, use an alternative source or method, suspend performance, or cancel the affected portion and refund amounts paid for unprovided Products. The Buyer remains responsible for Products and services already supplied and nonrecoverable commitments made before the event.

38. Suspension and Termination

We may suspend or terminate access to the Services, restrict an account, cancel unaccepted Orders, or refuse future transactions when we reasonably believe that a user violated these Terms, engaged in fraud or abuse, created security or legal risk, failed to pay an amount due, misused a return or payment-dispute process, or threatened employees or other persons.

Termination does not affect obligations, remedies, or liabilities arising before termination. Provisions that by their nature should survive—including payment obligations, intellectual property, Submissions, warranty disclaimers, limitations of liability, indemnification, dispute resolution, and general contract provisions—will survive.

39. Informal Dispute Resolution

Before filing arbitration or a lawsuit, the complaining party must send a written Notice of Dispute and allow thirty days for a good-faith attempt to resolve the matter, unless immediate injunctive relief is reasonably necessary or the applicable limitations period would expire. Any applicable limitations period will be tolled from the responding party’s receipt of a substantially complete Notice until the earlier of completion of the thirty-day period or written notice that the responding party will not participate further.

A Notice to Apex Hardware NY Corp must be sent either by email to contact@apexhardwareny.com with the subject line “Notice of Dispute” or by certified or tracked mail to Apex Hardware NY Corp, 124 East Broadway, New York, NY 10002, United States. The Notice must include the claimant’s full name and contact information, applicable Order number, a description of the facts and claim, supporting documents reasonably available, and the specific relief requested. Our Notice to you may be sent to the contact information associated with your account or Order. A good-faith notice is not defective solely because it contains an immaterial error or omits information that was not reasonably available.

The parties will personally participate in a reasonable telephone or video conference if requested. Settlement communications are confidential and inadmissible to the extent provided by law.

40. Binding Individual Arbitration; Class-Action and Jury-Trial Waivers

PLEASE READ THIS SECTION CAREFULLY. EXCEPT FOR THE LIMITED MATTERS IDENTIFIED BELOW, YOU AND APEX HARDWARE NY CORP AGREE TO RESOLVE DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION INSTEAD OF A COURT OR JURY.

40.1 Agreement to Arbitrate

After completion of the informal process, any dispute, claim, or controversy arising from or relating to the Services, an Order, a Product, these Terms, an incorporated policy, advertising, communications, or the relationship between you and Apex Hardware NY Corp will be resolved by binding arbitration, including disputes concerning validity, interpretation, scope, enforceability, or arbitrability. The Federal Arbitration Act governs this arbitration agreement. A court, rather than the arbitrator, will decide whether an agreement to arbitrate was formed and any issue that applicable law requires a court to decide; all other arbitrability issues are delegated to the arbitrator to the fullest extent permitted by law.

40.2 Exceptions

Either party may bring an individual claim within the jurisdiction of an appropriate small-claims court. Either party may seek temporary or preliminary injunctive relief in court to prevent actual or threatened misuse of intellectual property, unauthorized access, fraud, or security harm pending arbitration. A claim that applicable law prohibits from being subjected to pre-dispute arbitration may proceed in the court with jurisdiction. A request for public injunctive relief that cannot lawfully be waived or arbitrated will be determined by a court, and any arbitrable individual claims may be resolved first.

40.3 Administrator, Rules, and Procedure

Arbitration will be administered by the American Arbitration Association (“AAA”). A Consumer dispute will proceed under the AAA Consumer Arbitration Rules and Mediation Procedures and the AAA Consumer Due Process Protocol. A dispute arising from a Business Customer transaction will proceed under the AAA Commercial Arbitration Rules unless the AAA determines that the Consumer Rules apply. The applicable rules are available at www.adr.org. For a Consumer dispute, the AAA Consumer Rules and Consumer Due Process Protocol control if they conflict with this section in a manner necessary for the AAA to administer the case.

The arbitration will be heard by one neutral arbitrator. The arbitrator may award the same individual remedies a court could award under applicable law, including attorneys’ fees where authorized, but may not award relief for or against anyone who is not a party. The award will be written and may be entered as a judgment in a court with jurisdiction.

A Consumer may choose a documents-only, telephone, video, or in-person hearing as permitted by the AAA rules. Any in-person Consumer hearing will occur at a reasonably convenient location. A Business Customer hearing will occur in New York County, New York, unless the parties or arbitrator determine otherwise.

Fees will be allocated under the applicable AAA rules and law. A Consumer will not be required to pay more than the amount permitted by the AAA Consumer Rules or applicable law, and Apex Hardware NY Corp will pay all filing, administrative, case-management, hearing, and arbitrator fees it is required to pay. Each party will bear its own attorneys’ fees and costs unless the arbitrator awards them under applicable law or these Terms. Nothing in these Terms eliminates a Consumer’s right to recover fees or costs when a statute or other law authorizes them.

We will submit this consumer arbitration provision for AAA review or registration when required and will cooperate in making any non-material change the AAA requires for substantial compliance with its Consumer Due Process Protocol. If the AAA is unavailable for a reason not caused by either party’s failure to comply with its obligations and the parties cannot agree on a substitute, a court with jurisdiction will appoint a neutral arbitrator under the Federal Arbitration Act who must apply the material consumer protections of this section. If the AAA declines to administer a Consumer dispute because Apex Hardware NY Corp failed to submit the clause for required review, comply with an AAA requirement, or pay a required fee, the Consumer may elect to proceed in court rather than arbitration to the extent permitted by law.

40.4 Individual Proceedings Only

YOU AND APEX HARDWARE NY CORP AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION. The arbitrator may not combine claims of different persons or preside over a class, collective, consolidated, mass, or representative proceeding unless all affected parties expressly agree after the dispute arises.

If this individual-proceedings requirement is finally found unenforceable as to a particular claim or request for relief, that claim or request will be severed and determined by a court after completion of any individual arbitration that can lawfully proceed. The remainder of this arbitration agreement will remain effective.

40.5 Thirty-Day Right to Opt Out

You may opt out of this arbitration agreement by sending a written notice within thirty days after the date you first accept these Terms. The notice must state that you opt out of arbitration with Apex Hardware NY Corp and include your full name, mailing address, email address used for the Services, and any applicable Order or account number. Send it by email with the subject “Arbitration Opt-Out” to contact@apexhardwareny.com or by mail to Apex Hardware NY Corp, 124 East Broadway, New York, NY 10002, United States. Opting out will not affect an Order or other provisions of these Terms. An opt-out applies only to the person identified and not to a later agreement separately accepted by another person or entity.

40.6 Jury-Trial Waiver

For any dispute that proceeds in court rather than arbitration, YOU AND APEX HARDWARE NY CORP KNOWINGLY AND VOLUNTARILY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.

40.7 Changes to This Section

A material change to this arbitration section will not apply to a dispute of which we had actual written notice before the change was posted. If we make a material change, a user who has not opted out of arbitration may reject that change by sending notice within thirty days after the change becomes effective; the previously accepted arbitration terms will then govern.

41. Governing Law, Courts, and Time to Bring Commercial Claims

These Terms and all disputes are governed by the laws of the State of New York, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the arbitration agreement. Mandatory consumer-protection law of a Consumer’s home jurisdiction applies to the extent it cannot lawfully be waived.

For a dispute permitted to proceed in court, the parties consent to exclusive personal jurisdiction and venue in the state courts located in New York County, New York, or the United States District Court for the Southern District of New York, except that an individual small-claims action may be brought in another court authorized by Section 40.

This choice of law and forum does not deprive a Consumer of the protection of a mandatory law or a forum right that cannot lawfully be waived.

To the extent permitted by New York Uniform Commercial Code Section 2-725 and other applicable law, a Business Customer must commence a claim for breach of a contract for sale within one year after the claim accrues. This contractual period does not shorten a non-waivable period applicable to a Consumer or a claim for which shortening is prohibited.

42. General Contract Provisions

Entire agreement. These Terms and the incorporated documents constitute the entire agreement concerning their subject matter and supersede prior or contemporaneous proposals, communications, and understandings on that subject, except for a separate signed agreement.

No waiver. A failure or delay in exercising a right is not a waiver. A waiver must be written and applies only to the specific circumstance stated.

Severability and reformation. If a provision is unlawful or unenforceable, it will be enforced to the maximum lawful extent and, where permitted, reformed to best accomplish its purpose. The remaining provisions remain effective, subject to the specific severability rules in the arbitration section.

Assignment. You may not assign or transfer these Terms, an account, an Order, or related rights or obligations without our written consent. We may assign these Terms or an Order in connection with a merger, reorganization, financing, sale of assets, affiliate transfer, or by operation of law, provided that non-waivable Consumer rights are not reduced.

No third-party beneficiaries. Except for Shopify and the parties expressly protected by provisions concerning releases, licenses, disclaimers, limitations, or indemnification, these Terms do not create rights for a third party.

Independent parties. Nothing creates a partnership, joint venture, franchise, agency, fiduciary, employment, or other special relationship between you and us. Neither party may bind the other except as expressly provided.

Headings and interpretation. Headings are for convenience and do not limit the text. “Including” means “including without limitation.” The singular includes the plural where context requires. Electronic and paper records are both writings. These Terms will not be interpreted against a party solely because that party participated in drafting them.

Language. The controlling language of these Terms and the transaction documents is English. A translation is provided only for convenience unless applicable law requires otherwise.

Cumulative remedies. Unless a remedy is expressly exclusive, rights and remedies are cumulative. Exercising one does not prevent another lawful remedy.

43. Changes to These Terms

We may revise these Terms to reflect changes in the Services, business practices, Shopify requirements, law, or risk. Revised Terms will be posted through the Services, and reasonably conspicuous additional notice will be provided when required by law or when necessary to obtain assent to a material change.

Changes apply prospectively. The version made available and accepted in connection with an Order governs that Order, and a later revision will not retroactively change the agreed purchase terms unless required by law or accepted by both parties. For a future transaction, revised Terms become binding when they are presented and accepted through an assent method described above. Continued use of a particular Service after reasonably conspicuous notice that revised Terms govern that continued use constitutes acceptance only for future use of that Service and only to the extent permitted by law.

A material change to the arbitration provision is additionally governed by Section 40.7.

44. Contact Information

Questions about these Terms, an Order, or the Services may be directed to:

Apex Hardware NY Corp
124 East Broadway
New York, NY 10002
United States
Email: contact@apexhardwareny.com
Phone: (646) 870-0202
Contact page: Contact Us